Lilly to acquire Centessa Pharmaceuticals to advance treatments for sleep-wake disorders
Rhea-AI Summary
Eli Lilly (NYSE: LLY) agreed to acquire Centessa Pharmaceuticals for $38.00 cash per share plus one CVR, yielding up to $47.00 per share if regulatory milestones are met. The upfront consideration implies an aggregate equity value of ~$6.3 billion and the CVR adds potential ~$1.5 billion.
The deal expands Lilly's neuroscience footprint into sleep medicine by adding Centessa's OX2R agonist portfolio, including lead candidate cleminorexton (Phase 2a) targeting narcolepsy and idiopathic hypersomnia. Closing is expected in Q3 2026, subject to shareholder, High Court and regulatory approvals.
Positive
- Upfront deal values Centessa at approximately $6.3 billion
- Potential additional CVR consideration of approximately $1.5 billion
- Transaction offers Lilly an entry into sleep medicine via Centessa's OX2R agonist portfolio
- Cleminorexton showed promising Phase 2a results across narcolepsy type 1, type 2, and idiopathic hypersomnia
Negative
- Up to $9.00 per share CVR payments are contingent and not assured
- Closing depends on shareholder approval, High Court sanction and regulatory clearances before Q3 2026
News Market Reaction – LLY
In the Mar 31 session, LLY gained 3.74%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Feb 09 | Cell therapy acquisition | Positive | -1.3% | Agreed to acquire Orna Therapeutics for up to $2.4 billion in cash milestones. |
| Jan 07 | Inflammation pipeline deal | Positive | -2.1% | All-cash acquisition of Ventyx Biosciences for $14.00 per share (~$1.2B value). |
| Dec 09 | Adverum deal completion | Positive | -1.5% | Completed Adverum tender offer at $3.56 plus CVR up to $8.91 per share. |
| Oct 24 | Adverum acquisition pact | Positive | +0.5% | Announced Adverum acquisition structure with cash plus CVR totaling up to $12.47. |
| Jul 25 | Verve Therapeutics buy | Positive | +0.9% | Completed Verve Therapeutics acquisition to expand genetic cardiovascular medicine platform. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent acquisition announcements have often coincided with slightly negative next-day moves, suggesting investors have historically faded these deals short term.
Over the past year, Lilly has repeatedly used acquisitions to expand into new modalities and therapeutic areas. Deals for Verve Therapeutics, Adverum (announcement on Oct 24, 2025 and completion on Dec 9, 2025), Ventyx Biosciences, and Orna Therapeutics collectively targeted cardiovascular genetic medicines, ocular gene therapy, inflammatory diseases, and in vivo cell therapies. Those announcements produced modest next-day moves between about -2% and +1%. Today’s Centessa acquisition continues this pattern of pipeline expansion via targeted M&A in a new neuroscience niche.
Key Terms
orexin receptor 2 medical
ox2r agonist medical
contingent value right financial
phase 2a medical
volume-weighted average trading price financial
scheme of arrangement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Centessa's OX2R agonist pipeline includes a potential best-in-class therapeutic with significant promise to meaningfully improve outcomes across a range of sleep-wake disorders
Acquisition expands Lilly's neuroscience portfolio and capabilities into sleep medicine
Centessa is advancing a pipeline of orexin receptor 2 (OX2R) agonists designed to address the neurobiological system critical to the sleep-wake cycle to treat excessive daytime sleepiness and disorders of impaired wakefulness. Its lead investigational candidate cleminorexton (formerly ORX750) has demonstrated a potential best-in-class profile in Phase 2a clinical studies across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia. Centessa's OX2R agonist portfolio includes additional clinical and preclinical-stage assets with potential utility across a broader range of neurological, neurodegenerative, and neuropsychiatric conditions.
"Orexin receptor biology represents one of the most compelling mechanistic opportunities in neuroscience as a direct intervention on the master switch of the sleep-wake cycle. Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications," said Carole Ho, executive vice president and president, Lilly Neuroscience. "Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves."
"Centessa is at the forefront of orexin science, and we've built a potential best-in-class portfolio of OX2R agonists with a level of depth and breadth that could help redefine what's possible in neuroscience," said Mario Alberto Accardi, PhD, Chief Executive Officer of Centessa and Founder of the Orexin Program. "Driven by a bold vision, our team has advanced an innovative portfolio with the speed, rigor and conviction needed to lead a new era of orexin-based therapeutics. Now, we are thrilled to take our next step toward a potential combination with Lilly who shares our vision. By combining Centessa's team and capabilities with Lilly's global complementary research, clinical, regulatory and commercial capabilities, we will seek to accelerate the advancement of our orexin portfolio across a broad range of neuroscience indications for the benefit of patients in need. I'm incredibly proud of what our team has achieved and deeply grateful to the investigators, study participants, employees and shareholders who have made our progress possible. This milestone reflects not only the strength of our science, but also the transformative potential of our orexin portfolio for patients who urgently need new solutions."
Under the terms of the transaction agreement, Lilly will acquire all of the issued and to be issued share capital of Centessa (including the American Depositary Shares (ADSs) representing ordinary shares) for
The upfront cash consideration represents an aggregate equity value of approximately
The transaction, which will be effectuated by way of a scheme of arrangement under the laws of
The cash consideration payable at closing represents a premium of approximately
To demonstrate their commitment to the transaction, entities affiliated with Medicxi Ventures, entities affiliated with Index Ventures, and affiliates of General Atlantic have signed voting and support agreements whereby they agree to vote to approve the transaction. The shares subject to the agreements represent a total of approximately
Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles (GAAP) upon closing. This transaction will thereafter be reflected in Lilly's financial results and financial guidance.
Morgan Stanley & Co. LLC is acting as exclusive financial advisor and Kirkland & Ellis LLP is acting as legal counsel to Lilly. Centerview Partners LLC and Jefferies LLC are acting as financial advisors and Goodwin Procter LLP is acting as legal counsel to Centessa.
About Lilly
Lilly is a medicine company turning science into healing to make life better for people around the world. We've been pioneering life-changing discoveries for nearly 150 years, and today our medicines help tens of millions of people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world's most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating long-term effects; advancing the fight against Alzheimer's disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases. With each step toward a healthier world, we're motivated by one thing: making life better for millions more people. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable. F-LLY
About Centessa Pharmaceuticals
Centessa Pharmaceuticals plc is a clinical-stage pharmaceutical company with a mission to discover, develop and ultimately deliver medicines that are transformational for patients. We are pioneering a new class of potential therapies within our orexin receptor 2 (OX2R) agonist program for the treatment of excessive daytime sleepiness, impaired attention, cognitive deficits and fatigue across neurological, neurodegenerative and neuropsychiatric disorders.
Centessa is not a company subject to regulation under the United Kingdom City Code on Takeovers and Mergers (the "
Additional Information and Where to Find It
In connection with the proposed transaction (the "Transaction") between Centessa and Lilly, Centessa intends to file with the Securities and Exchange Commission (the "SEC") a proxy statement on Schedule 14A (the "Proxy Statement"), the definitive version of which (if and when available) will be mailed to Centessa securityholders. Centessa may also file other documents with the SEC regarding the Transaction. This communication is not a substitute for the Proxy Statement or any other document which Centessa may file with the SEC. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT OF CENTESSA, IN ACCORDANCE WITH THE REQUIREMENTS OF THE
Participants in the Solicitation
Centessa, Lilly and certain of their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the shareholders of Centessa in respect of the Transaction. Centessa shareholders may obtain information regarding Centessa's directors and executive officers in Centessa's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 24, 2025 and Centessa's definitive proxy statement for its 2025 Annual General Meeting, which was filed with the SEC on May 6, 2025, as well as any statements of beneficial ownership filed with the SEC after such proxy statement. Information regarding Lilly's directors and executive officers is contained in Lilly's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 12, 2026 and Lilly's definitive proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 20, 2026, as well as any statements of beneficial ownership filed with the SEC after such proxy statement. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the Transaction. You may obtain free copies of these documents (if and when they become available) using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the Transaction. Such forward-looking statements include, but are not limited to, statements regarding: the Transaction; the prospective benefits of the Transaction; potential contingent consideration amounts and terms; the parties' ability to satisfy the conditions to the consummation of the Transaction, including in connection with obtaining shareholder, High Court and regulatory approvals, and the expected timetable for the Transaction; the anticipated occurrence, manner and timing of the closing of the Transaction; Centessa's product candidates and ongoing clinical and preclinical development; Lilly's neuroscience programs and pipelines and its potential development of programs targeting sleep-wake disorders; and the accounting treatment of the potential acquisition under GAAP and its potential impact on Lilly's financial results and financial guidance. All statements other than statements of historical facts are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements are based on current beliefs and expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements.
These risks and uncertainties include, but are not limited to: the possibility that Centessa's shareholders may not approve the implementation of the Transaction; the Scheme of Arrangement implementing the Transaction is not sanctioned by the High Court of Justice of
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Refer to: | Ashley Hennessey; gentry_ashley_jo@lilly.com; 317-416-4363 (Media) | |
Michael Czapar; czapar_michael_c@lilly.com; 317-617-0983 (Investors) | ||
Kristen Sheppard; Kristen.sheppard@centessa.com, 857-998-1877 (Centessa) |
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SOURCE Eli Lilly and Company